Tax-driven RSU share sale reported by Fold (FLD) Chief Executive Officer
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Fold Holdings, Inc. Chief Executive Officer Reeves William Brian Poppic reported a combination of RSU vesting and related share sales. On July 1, 2026, restricted stock units converted into 12,623 shares of common stock at a conversion price of $0.00 per share.
On July 2, 2026, he sold a total of 4,868 shares of common stock at $0.492 per share in open-market transactions. According to the disclosure, these sales were mandated "sell to cover" trades to satisfy tax withholding obligations tied to the RSU vesting and were not discretionary. After these transactions, he directly holds 5,480,932 shares of common stock. Footnotes explain that the RSUs vest over time beginning October 1, 2023 and December 1, 2023, with a liquidity event vesting condition satisfied by Fold’s merger completed on February 14, 2025.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 4,868 shares ($2,395)
Net Sell
6 txns
Insider
Reeves William Brian Poppic
Role
Chief Executive Officer
Sold
4,868 shs ($2K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 4,453 | $0.492 | $2K |
| Sale | Common Stock | 415 | $0.492 | $204.18 |
| Exercise | Restricted Stock Units | 1,075 | $0.00 | -- |
| Exercise | Restricted Stock Units | 11,548 | $0.00 | -- |
| Exercise | Common Stock | 1,075 | $0.00 | -- |
| Exercise | Common Stock | 11,548 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 5,481,347 shares (Direct, null);
Restricted Stock Units — 3,224 shares (Direct, null)
Footnotes (1)
- Restricted stock units convert into common stock on a one-for-one basis. The sale reported on this Form 4 represents shares sold by Mr. Reeves to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by Mr. Reeves. Not applicable. The restricted stock units vest as to one-fourth of the underlying shares beginning on October 1, 2023 and thereafter in 48 equal monthly installments, subject to Mr. Reeves' continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition was deemed met upon the merger of Legacy Fold, Issuer and FTAC EMLD Merger Sub Inc. on February 14, 2025 (the "Merger"). Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of July 24, 2024 (the "Merger Agreement"), by and among the Issuer (formerly FTAC Emerald Acquisition Corp.), FTAC EMLD Merger Sub Inc. and Fold, Inc. ("Legacy Fold"), pursuant to which each outstanding Legacy Fold RSU Award was automatically converted into an award of restricted stock units covering a number of shares of the Issuer's Common Stock based on the exchange ratio described in the Issuer's Registration Statement on Form S-4, as amended (Reg. No. 333-282520). The restricted stock units vest as to one-fourth of the underlying shares beginning on December 1, 2023 and thereafter in 48 equal monthly installments, subject to Mr. Reeves' continued service through the applicable vesting date and a liquidity event vesting condition. The liquidity event vesting condition was deemed met upon the Merger.
Key Figures
Shares sold: 4,868 shares
Sale price: $0.492 per share
RSUs converted: 12,623 units
+4 more
7 metrics
Shares sold
4,868 shares
Common stock sold on July 2, 2026 to cover taxes
Sale price
$0.492 per share
Price for July 2, 2026 open-market sales
RSUs converted
12,623 units
Restricted stock units converting into common stock on July 1, 2026
Conversion price
$0.00 per share
RSUs converting into common stock
Shares held after
5,480,932 shares
Common stock directly owned after July 2, 2026 transactions
Merger date
February 14, 2025
Liquidity event vesting condition deemed met by merger
RSU vesting start dates
October 1, 2023 & December 1, 2023
Initial dates for one-fourth RSU vesting tranches
Key Terms
Restricted stock units, sell to cover, liquidity event vesting condition, Agreement and Plan of Merger, +1 more
5 terms
Restricted stock units financial
"Restricted stock units convert into common stock on a one-for-one basis."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
sell to cover financial
"tax withholding obligations to be funded by a "sell to cover" transaction"
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
liquidity event vesting condition financial
"subject to ... a liquidity event vesting condition. The liquidity event vesting condition was deemed met"
Agreement and Plan of Merger financial
"in connection with that certain Agreement and Plan of Merger, dated as of July 24, 2024"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
exchange ratio financial
"based on the exchange ratio described in the Issuer's Registration Statement on Form S-4"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
FAQ
What did Fold Holdings (FLD) CEO report in this Form 4 filing?
Fold CEO Reeves William Brian Poppic reported RSU vesting into 12,623 common shares and the sale of 4,868 shares at $0.492 each. The filing also updates his direct holding to 5,480,932 common shares following these transactions.
What RSU activity did the Fold (FLD) Form 4 disclose for the CEO?
The Form 4 shows restricted stock units converting into 12,623 Fold common shares at a $0.00 conversion price. The RSUs vest over time starting in late 2023, with a liquidity event vesting condition satisfied by Fold’s February 14, 2025 merger transaction.
How do the RSUs for Fold (FLD) CEO vest over time?
Footnotes explain that RSUs vest as to one-fourth of the underlying shares beginning on October 1, 2023 and December 1, 2023. The remaining portions vest in 48 equal monthly installments, subject to continued service and a liquidity event vesting condition met by the 2025 merger.